EBR Systems, Inc. 8-K

What Happened

• On March 11, 2026 (U.S. Pacific time), EBR Systems, Inc. (EBRCZ) held a virtual Special Meeting of Stockholders and filed an 8-K on March 13, 2026 reporting the results.
• Stockholders approved an amendment to the company’s charter to permit a reverse stock split at a ratio the Board may set between 1‑for‑5 and 1‑for‑20 (the Board may also abandon the amendment). They also ratified the prior issuance of 55,900,000 CHESS Depositary Interests (CDIs) at A$1.00 per CDI and approved an adjournment option if additional votes were needed.

Key Details

• Reverse Stock Split vote: For 233,231,110; Against 970,364; Abstain 166,180.
• CDI issuance ratification: 55,900,000 CDIs (equivalent to 55,900,000 shares) issued at A$1.00 each; vote totals For 215,763,640; Against 1,013,697; Abstain 138,280; Uncast 17,452,037 (shares not cast due to ASX voting exclusion per Listing Rule 14.11.1).
• Adjournment (if needed) vote: For 233,043,741; Against 1,162,268; Abstain 158,345.
• The Proxy Statement describing these matters was filed with the SEC on January 26, 2026.

Why It Matters

• The approved charter amendment gives the Board discretion to consolidate shares at a ratio between 1-for-5 and 1-for-20; if implemented, a reverse stock split will reduce the number of outstanding shares and increase the per‑share price proportionally. This can affect share float, per‑share metrics, and future liquidity.
• Ratification of the 55.9M CDI issuance confirms the company’s previously disclosed capital raise under ASX rules, which increases the company’s issued securities and can dilute existing holders. The significant “For” votes indicate broad shareholder support for these actions.